=--. :-- _ : :,--:,-.t, --, The undersigned, acting as incorporator of a corporation under the Colorado Nonprofit corporation Act hereby certifies the following Articles: ARTICLE NAME I The name of the corporation is Morningstar Townhome Association, Inc. ARTICLE II PERIOD OF EXISTENCE Morningstar Townhome Association, Inc. (the "Association") shall have perpetual existence. ARTICLE III PURPOSES AND POWERS 3.1 Purposes. The purposes and objectives for which the Association is formed are as follows: A. To promote, undertake and advance any and all lawful activities and objectives for the general benefit, well-being, advancement, improvement and enjoyment of the Association and its members; B. To provide for the care, upkeep and supervision of Morningstar Townhomes (the "Property"), as more fully described in the Declaration and all supplements and amendments thereto filed of record from time to time in the Office of the Clerk and Recorder, Eagle County, Colorado (the "Declaration"), and the Plat to be filed for record in the real property records of Eagle County, Colorado and all supplements thereto (the "Plat"), including the General Common Elements as defined in the Declaration and shown on the Plat; C. To provide an entity for the furtherance of the interests of the Owners of the Property. 3.2 Powers. Subject to any specific limitation imposed by these Articles of Incorporation, the Association shall have the following powers: ARTICLES OF INCORPORATION =: -.- OF.c' MORNINGSTAR TOWNHOME ASSOCIATION, INC. -1-
A. All of the powers conferred upon nonprofit corporations by the laws of the state of Colorado in effect from time to time. B. All of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Declaration (terms which are defined in the Declaration shall have the same meanings herein unless otherwise defined herein), including, without limitation, the following powers: 1. To make and collect assessments against Members for the purpose of paying the costs, expenses and any losses of the Association, or of exercising its powers or of performing its functions; 2. To manage, control, operate, maintain, repair and improve the General Common Elements, Party Walls and Exterior Maintenance Areas; 3. To enforce covenants, restrictions and conditions affecting the Property to the extent the Association may be authorized under any such covenants, restrictions or conditions and to make and enforce rules and regulations for use of the Property; 4. To engage in activities which will actively foster, promote and advance the common ownership interests of the Owners; 5. To buy or otherwise acquire, sell or otherwise dispose of, mortgage or otherwise encumber, exchange, lease, hold, use, operate and otherwise deal with and in, real, personal and mixed property of all kinds, and any right or interest therein, for any purpose of the Association, subject to the Declaration and Bylaws of the Association; 6. To borrow money and secure the repayment of monies borrowed for any purpose of the Association, limited in amount or in other respects as may be provided in the Bylaws or in the Declaration; 7. To enter into, make, perform or enforce contracts of every kind and description, including, without limitation, a contract for management services, and to do all other acts necessary, appropriate or advisable in carrying out any purpose of the Association, with or in association with any person, firm, association, corporation or other entity or agency, public or private; -2-
8. To adopt, alter, and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association, provided, however, that such Bylaws may not be inconsistent with or contrary to any provisions of these Articles of Incorporation or the Declaration. The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article III are independent powers, not to be restricted by reference to or inference from the terms of.any other paragraph or provisions of this Article III, except for those limitations set forth in paragraph 3.3 below. 3.3 Restrictions Upon Purposes and Powers. The foregoing purposes and powers of the Association are subject to the following limitations: A. The Association shall be organized and operated exclusively for nonprofit purposes as set forth in the Internal Revenue Code of 1986, as it is now or may hereafter be amended, or in any corresponding provision of any future law of the United states of America providing for exemption of similar organizations from income taxation. B. No part of the net earnings of the Association shall inure to the benefit of any Member (except that reasonable compensation may be paid for services rendered to or for the Association and affecting one (1) or more of its purposes and objectives, and reimbursement may be made for any expenses incurred for the Association by any officer, Director, Member, agent, or employee, or any person or corporation, pursuant to and upon authorization of the Board of Directors). C. The Association shall not pay any dividends. No distribution of the corporate assets to Members (as such) shall be made until all corporate debts are paid, and then only upon final dissolution of the Association by the required action set forth in the Declaration. ARTICLE IV INITIAL REGISTERED OFFICE AND AGENT The initial registered office of the Association shall be 0048 East Beaver Creek Boulevard, suite 205, P.O. Box 1626, Avon, Eagle County, Colorado 81620. The initial registered agent at such office shall be James R. Wear. -3-
ARTICLE V MEMBERSHIP 5.1 Qualifications. The Association shall be a membership corporation without certificates or shares of stock and shall consist of two classes of membership. Class A Members shall be all Owners, with the exception of Declarant (as defined in the Declaration). The Class B Member(s) shall be Declarant and any Successor Declarant. The rights and obligations of each class of membership are set forth in the Declaration and Bylaws of the Association. A Class A membership shall terminate automatically wi thou.t any Association action whenever such entity or individual ceases to own a Townhouse unit. Termination of membership shall not relieve or release any former Member from any liability or obligation incurred by virtue of, or in any way connected with, ownership of a Townhouse unit, or impair any rights or remedies which the Association or others may have against such former Member arising out of, or in any way connected with, such membership. 5.2 Suspension of Voting Rights. The Association may suspend the voting rights of a Member for failure to pay any Assessments or for failure to otherwise comply with the rules and regulations, or the Bylaws, of the Association, or with any other obligations of the Members under the Declaration, or agreement(s) created pursuant thereto. 5.3 Bylaws. The Bylaws may contain provisions, not inconsistent with the foregoing, setting forth the rights, privileges, duties and responsibilities of the Members. ARTICLE VI BOARD OF DIRECTORS The business and affairs of the Association shall be conducted, managed, and controlled by a Board of Directors. 6.1 Number; Manner of Election. The Board of Directors shall consist of not less than three (3) nor more than seven (7) members, the specified number to be set forth from time to time in the Bylaws. In the absence of any provision in the Bylaws, the Board shall consist of three (3) members. The terms of office of Directors and the manner of their selection or election shall be determined according to the Bylaws from time to time in effect. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided in the Bylaws. -4-
6.2 Initial Board of Directors. The initial Board of Directors shall consist of three (3) persons and the names and addresses of the members of the initial Board of Directors who shall serve until their successors are duly elected and qualified, are as follows: Name Address William L. Williams P.O. Box N Edwards, CO 81632 Wayne Conrad P.O. Box N Edwards, CO 81632 Carol A. Williams P.O. Box N Edwards, CO 81632 Any vacancies in the Board of Directors occurring before the first election of Directors by Class A Members shall be filled by the remaining Directors. Notwithstanding anything to the contrary provided for herein, however, the Class B Member(s) shall be entitled to appoint all of the members of the Association's Board of Directors during the period of Class B membership. The Class B membership shall terminate on the earlier of the following events: (a) when Declarant has conveyed thirty (30) Townhouse units (representing 75% of the forty (40) Townhouse units which Declarant may, but shall not be obligated to, bring within the jurisdiction of the Declaration); or (b) December 31, 1997; or (c) The date on which Declarant voluntarily relinquishes its Class B membership, evidenced by a notice recorded in the office of the Clerk and Recorder for Eagle County, Colorado. After termination of the Class B membership, Declarant and any designated Successor Declarant shall be entitled to one vote for each Townhouse unit owned. ARTICLE VII OFFICERS The Board of Directors may appoint a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board, in accordance with the provisions of the Bylaws, believes will be in the best interests of the Association. The officers shall have such duties as may be prescribed in the Bylaws. -5-
" ~I,,-., ARTICLE VIII NON-LIABILITY AND INDEMNIFICATION To the fullest extent permitted by the Colorado Corporation Code, as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The Association shall have the right to indemnify any person to the fullest extent allowed by the laws of Colo~ado, except as limited by the Bylaws of the Association from time to time in effect. ARTICLE IX AMENDMENTS The Association reserves the right to amend, alter, or change any provision contained in these Articles of Incorporation by a vote of at least two-thirds (2/3) of the votes in the Association present at any regular or special meeting of the Members of the Association at which a quorum is present, provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with any provision of the Declaration. ARTICLE X INCORPORATOR The name and address of the incorporator of the Association is as follows: Richard D. Travers 0048 East Beaver Creek Boulevard Suite 205 P.O. Box 1626 Avon, Colorado 81620 Executed this 4th day of October, 1991. (Z~hC Richard D. Travers, Incorporator -6-
STATE OF COLORADO ) ) COUNTYOF EAGLE )... '...~,.;..- MY COMMISSIONEXPIRES: 10/2/93 \. ~J~.c \ """" /artimorn The foregoing instrument was acknowledged before me in ~he\j.::.:.~~~~';' County of Eagle, State of Colorado, this 4th day of october, ~, :J 17...~c.; 1991 by Richard D. Travers, Incorporator.!;,:t. ~A ~ ~ : ~ s, ~~ '",. - ' v, ()oo',.. WITNESS MYHANDAND OFFICIAL SEAL. ~"'\;'~/ :.. ''f-. " :?f;t,,~.ofi...- -7- -------------------~~--..------~~--------------------